oge8k052411.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)
May 19, 2011
   
   
OGE ENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
   
Oklahoma
(State or Other Jurisdiction of Incorporation)
   
1-12579
73-1481638
(Commission File Number)
(IRS Employer Identification No.)
   
321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma
73101-0321
(Address of Principal Executive Offices)
(Zip Code)
   
405-553-3000
(Registrant’s Telephone Number, Including Area Code)
   
   
(Former Name or Former Address, if Changed Since Last Report)
   

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders

                At the Annual Meeting of Shareowners of OGE Energy Corp. held on May 19, 2011, the shareowners:
 
Ÿ      Elected the three directors nominated by the Board of Directors;
Ÿ      Approved the amendment of the Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 125,000,000 to 225,000,000;
Ÿ      Approved, on an advisory basis, executive compensation;
Ÿ      Indicated a preference, on an advisory basis, to hold future advisory votes on executive compensation every year; and
Ÿ      Ratified the appointment of Ernst & Young LLP as the Company’s principal independent accountants for 2011.
 
The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each of such matters, were as stated below.

 
 
 
 
Proposal No. 1:
Votes
For
Votes
Withheld
Broker
Non-Votes
Election of Directors
      
       
Terms Expiring in 2012
      
Kirk Humphreys
62,552,119
2,162,596
19,512,170
Linda Petree Lambert
63,697,631
1,017,084
19,512,170
Leroy C. Richie
62,357,709
2,357,006
19,512,170
       
 
Proposal No. 2:
Votes
For
Votes
Against
 
Abstentions
Amendment of the Restated
Certificate of Incorporation to
increase the number of
authorized shares of common
stock from 125,000,000 to
225,000,000
74,756,002
8,767,131
703,752
         
 
Proposal No. 3:
Votes
For
Votes
Against
 
Abstentions
Broker
Non-Votes
Advisory vote on executive
compensation
59,385,569
3,601,688
1,727,458
 
19,512,170
           
 
Proposal No. 4:
 
3 Years
 
2 Years
 
1 Year
 
Abstentions
Broker
Non-Votes
Advisory vote on the frequency
of advisory votes on executive
compensation
11,401,816
906,579
50,455,131
1,951,189
 
 
19,512,170
       
 
Proposal No. 5:
Votes
For
Votes
Against
 
Abstentions
Ratification of the appointment
of Ernst & Young LLP as our
principal independent
accountants for 2011
83,018,809
751,565
456,511




 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
OGE ENERGY CORP.
 
(Registrant)
   
By:
/s/ Scott Forbes
 
     Scott Forbes
 
Controller and Chief Accounting Officer
   



May 24, 2011